Change in Control Severance Compensation. If within twelve months following a Change in Control (as defined below) Executive’s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason, then Executive shall be entitled to terminate this Agreement and employment hereunder and receive from the Company a payment equal to 200% of the amount of the Severance Payment specified in Section 5(c)(ii) or 5(e) of this Agreement (the “Change in Control Compensation”). Subject to Section 10 hereof, the Change in Control Compensation shall be payable in 12 monthly installments commencing on the first day of the month following the date of termination. If for any reason any court determines that any of the restrictions contained in Section 8 hereof are not enforceable, the Company shall have no obligation to pay the Change in Control Compensation or any remaining installment thereof to Executive. The Company agrees that it will not petition any court to determine that any of the restrictions contained in Section 8 hereof are not enforceable in order to avoid the obligation to pay the Change of Control Compensation referenced above.
Change in Control Severance Compensation. Within two years following a Change in Control (as defined below), in the event of (i) a material and adverse change in the status or position of Employee as an executive officer of the Company including, without limitation, a material diminution in duties or responsibilities, except in connection with the incapacity of Employee, (ii) the transfer or relocation by the Company of the office of Employee which would require Employee to be based more than 50 miles distant from the location of his office immediately prior to such transfer or relocation, or (iii) the discontinuance of any bonus or incentive compensation plan for which the Company or TGI has determined Employee to be eligible and which represents a material portion of the Employee's annual compensation, Employee shall be entitled to terminate this Agreement and his employment hereunder and receive from the Company a payment equal to 200% the total annual salary paid to Employee by the Company and/or TGI during the two calendar years prior to the year of termination (the "Change in Control Compensation"). At the option of the Company, the Change in Control Compensation shall be payable either in a lump sum cash payment or in twenty-four (24) monthly installments commencing on the first day of the month following termination of this Agreement. If for any reason any court determines that any of the restrictions contained in Section 8 hereof are not enforceable, the Company shall have no obligation to pay the Change in Control Compensation or any remaining installment thereof to Employee.
Change in Control Severance Compensation. In the event of a Change in Control and Xxxxxx elects to terminate his employment with SHB, SHB shall pay Xxxxxx Compensation equal to the total Compensation paid to Xxxxxx during the twenty-four months next preceding such termination. In such event, SHB shall have the option of paying the amount due Xxxxxx in a lump sum or in equal consecutive monthly installments over a period not to exceed twenty-four months.
Change in Control Severance Compensation. If within twelve months following a Change in Control (as defined below) Executive’s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason, then Executive shall be entitled to receive from the Company a payment equal to 200% of the amount of the Severance Payment specified in Section 5(f)(ii) of this Agreement (or, if greater, Annual Salary prior to the occurrence of Good Reason) plus Executives Average Annual Bonus, and (y) continuation of Company-provided group health plan coverage, at the same level and cost applicable to Executive immediately prior to employment termination, for twenty-four (24) months following the employment termination (the “Change in Control Compensation”). Subject to Section 10 hereof, the cash portion of the Change in Control Compensation shall be payable in a single lump sum payment within ten (10) days following the date of termination. The Executive shall be entitled to the Change in Control Compensation if, within six (6) months prior to the Change in Control, at the request or direction of a participant in a potential acquisition, the Company terminates the Executive’s employment without Cause or causes a condition constituting Good Reason.
Change in Control Severance Compensation. If, during the term of this Agreement, within two years following a Change in Control (as defined in Section 9(b)), Scheper's employment is terminated by Pioneer Financial other than "xxx xxxxx" (as defined in Section 8(a) or is terminated by Scheper for "good reason" (as defined in Section 9(c)), Scheper shalx xx xxtitled to receive from Pioneer Financial a lump sxx xxxx payment in an amount ("Change in Control Compensation") equal to (x) three times the average income reflected on the W-2 form or forms issued to Scheper by Pioneer Financial or its subsidiaries for services perforxxx xxx them for the five (5) calendar years preceding the year in which such Change of Control occurs, minus (y) one dollar ($1.00) and the amount of any other items that are construed as a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") other than any payment due pursuant to Section 9(d) below. Pioneer Financial shall pay such amount to Scheper within ten (10) days of the date of termination. If Scheper'x xxxxoyment is terminated by Pioneer Financial for cause, bx xxxxxx of Scheper's death or retirement, or by Scheper without good reason, thx Xxxxxx in Control Compensation will xxx xx paid. If Scheper was totally or partially disabled as of the Change in Controx, xxx Change in Control Compensation will not be paid.
Change in Control Severance Compensation. If (x) within 180 days following a Change of Control (as defined in Section 10(b)) is terminated by Nauert for any reason whatsoever, or (y) within two years following x Xxxnge in Control, Nauert's employment is terminated by Pioneer Financial other than "fxx xxxxx" (as defined in Section 9(b) or is terminated by Nauert for "good reason" (as defined in Section 10(c)), then Nauerx xxxxl be entitled to receive from Pioneer Financial a lumx xxx cash payment in an amount ("Change in Control Compensation") equal to three times the average income reflected on the W-2 form or forms issued to Nauert by Pioneer Financial or its subsidiaries for services perfxxxxx for them for the five (5) calendar years preceding the year in which such Change of Control occurs. Pioneer Financial shall pay such amount to Nauert within thirty (30) days of the date of termination. If Xxxxxt's employment is terminated by Pioneer Financial for cause, bx xxxxxn of Nauert's death or retirement, or by Nauert without good reason, txx Xxxxge in Control Compensation wilx xxx be paid. If Nauert was totally or partially disabled as of the Change in Controx, xxx Change in Control Compensation will not be paid.
Change in Control Severance Compensation. If within twenty-four (24) months following a Change in Control (as defined below) Executive’s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason, then Executive shall be entitled to receive from the Company (x) a lump sum cash severance payment equal to three hundred percent (300%) of the sum of Executive’s Annual Salary (or, if greater, Annual Salary prior to the occurrence of Good Reason) plus Executive’s Average Annual Bonus, and (y) reimbursement for COBRA coverage, if Executive elects COBRA coverage, for eighteen (18) months following the employment termination (together, the “Change in Control Compensation”). Subject to Section 10 hereof, the cash portion of the Change in Control Compensation shall be payable in a single lump sum payment sum within ten (10) calendar days following the date of termination. Executive shall be entitled to the Change in Control Compensation if, within six (6) months prior to the Change in Control, at the request or direction of a participant in a potential acquisition, the Company terminates Executive’s employment without Cause or causes a condition constituting Good Reason.
Change in Control Severance Compensation. Subject to Section 4.4 below, in lieu of any further salary and bonus payments or severance or other payments that would otherwise be due to Executive under the Employment Agreement, or otherwise, for periods subsequent to the Vesting Date, Executive shall become entitled to receive the following severance compensation and benefits:
(a) Employer shall pay the Executive all amounts owed through the date of Executive’s Qualifying Termination; and
(b) Employer also shall pay to Executive, at the applicable time set forth in Section 4.2, an amount equal to the difference of (x) the product of two (2) times the sum of (i) Executive’s Base Annual Salary in effect as of immediately before the Announcement and (ii) an amount equal to the Maximum Bonus Award (as hereinafter defined) payable to Executive under any incentive or bonus compensation plan in which he was participating at the time of such termination of employment, minus (y) the aggregate amount of any severance payments that had been provided to Executive under Section 7(b) of the Employment Agreement. For purposes hereof, the term “Maximum Bonus Award” shall mean the amount of the bonus compensation that would be paid to Executive under such incentive or bonus compensation plan assuming that all performance goals or targets required to have been achieved as a condition of the payment of the maximum bonus under such plan were achieved and all other conditions precedent to the payment of such bonus compensation were satisfied.
Change in Control Severance Compensation. In the event of a Change in Control and Xxxxxx elects to terminate his employment with SHB, SHB shall pay Xxxxxx
Change in Control Severance Compensation. Within two years following a Change in Control (as defined below), in the event of (i) a material and adverse change in the status or position of Employee as an officer of the Company including, without limitation, a material diminution in duties or responsibilities, except in connection with the incapacity of Employee, (ii) the transfer or relocation by the Company of the office of Employee which would require Employee to be based more than 50 miles distant from the location of his office immediately prior to such transfer or relocation, or (iii) the discontinuance of any bonus or incentive compensation plan for which the Company or TGI has determined Employee to be eligible and which represents a material portion of the Employee's annual compensation, Employee shall be entitled to terminate this Agreement and his employment hereunder and receive from the Company a payment equal to the total annual salary and cash bonuses paid to Employee by the Company and/or TGI during the calendar year prior to the year of termination (the "Change in Control Compensation"). At the option of the Company, the Change in Control Compensation shall be payable either in a lump sum cash payment or in twelve (12) monthly installments commencing on the first day of the month following termination of this Agreement. If for any reason any court determines that any of the restrictions contained in Section 8 hereof are not enforceable, the Company shall have no obligation to pay the Change in Control Compensation or any remaining installment thereof to Employee.
